As filed with the Securities and Exchange Commission
on September 30, 2024
Registration No. 333-144355
Registration No. 333-167445
Registration No. 333-171127
Registration No. 333-180085
Registration No. 333-216677
Registration No. 333-255469
Registration No. 333-277995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 (No. 333-144355)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-167445)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-171127)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-180085)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-216677)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-255469)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-277995)
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TE Connectivity plc
(Exact name of registrant as specified in its charter)
| Ireland |
|
98-1779916 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Parkmore Business Park West,
Parkmore
H91VN2T Ballybrit,
Galway, Ireland
(Address of Principal Executive Offices) (Zip Code)
TE Connectivity plc 2010 Stock and Incentive
Plan (Amended and Restated as of September 30, 2024)
TE Connectivity plc 2007 Stock and Incentive Plan (Amended and Restated as of September 30, 2024)
TE Connectivity plc Employee Stock Purchase Plan (Amended and Restated as of September 30, 2024)
TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024)
TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024)
(Full title of the plan)
John S. Jenkins Jr.
Executive Vice President and General Counsel
TE Connectivity plc
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
(Name and address of agent for service)
(610) 893-9800
(Telephone number, including area code, of agent
for service)
With a copy to:
P.J. Himelfarb, Esq.
Weil, Gotshal & Manges LLP
2001 M. Street, NW
Washington, DC 20036
(202) 682-7000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer x |
Accelerated
filer ¨ |
| Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
| |
Emerging
growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This post-effective amendment (the “Amendment”)
to the Registration Statements (as defined below) is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as
amended (the “Securities Act”), by TE Connectivity plc, an Irish public limited company (the “Company”
or the “Registrant”), as the successor to TE Connectivity Ltd., a company organized under the laws of Switzerland (“Swiss
TEL”). Except as modified by this Amendment, this post-effective amendment pertain to the adoption by the Company of the following
registration statements on Form S-8 (collectively, the “Registration Statements”): (i) Registration No. 333-144355;
(ii) Registration No. 333-167445; (iii) Registration No. 333-171127, (iv) Registration No. 333-180085; (v) Registration
No. 333-216677; (vi) Registration No. 333-255469; and (vii) Registration No. 333-277995. The Company hereby expressly
adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). This post-effective amendment does not reflect any increase in the number
of ordinary shares of the Company, par value $0.01 per share (the “ordinary shares”), issuable pursuant to the plans
listed on the cover page hereof above the numbers previously approved and disclosed.
Pursuant to the Merger Agreement, dated March 18,
2024 (the “Merger Agreement”), between the Company and Swiss TEL, Swiss TEL effected the change in its jurisdiction
of organization from Switzerland to Ireland (the “Change of Domicile”) by merging with and into the Company, effective
as of September 30, 2024. The Merger Agreement was approved by the shareholders of Swiss TEL at the extraordinary general meeting
of shareholders held on June 12, 2024. In accordance with the terms of the Merger Agreement, each outstanding Swiss TEL common share
was converted into one ordinary share of the Company.
In connection with the Change in Domicile, the
Company has amended the plans listed on the cover page (the “Plan Amendments”). The Plan Amendments are filed
as exhibits this Amendment and are hereby incorporated by reference into this Amendment. The rights of holders of the Company’s
ordinary shares are now governed by the Company’s memorandum and articles of association, each of which is described in the Company’s
Form 8-K12B filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2024.
No additional securities are being registered
under this Amendment. Registration fees in connection with the Registration Statements were paid at the time of the filing of the applicable
Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of these
Registration Statements to be contained in the Section 10(a) prospectus is omitted from this filing in accordance with the provisions
of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8 instructions. The documents containing
the information specified in Part I will be sent or given to the participants in the TE Connectivity plc 2010 Stock and Incentive
Plan, TE Connectivity plc 2007 Stock and Incentive Plan, TE Connectivity plc Employee Stock Purchase Plan, TE Connectivity plc Savings
Related Share Plan and TE Connectivity plc 2024 Stock and Incentive Plan, respectively, covered by the applicable Registration Statement
as required by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed
with the SEC, are hereby incorporated by reference in, and shall be deemed to be a part of, the Registration Statements:
| c) | Swiss
TEL’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2023, filed with the SEC on January 26, 2024,
Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2024, filed with the SEC on April 26, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2024, filed with the SEC on July 29, 2024; |
| d) | Swiss
TEL’s Current Reports on Form 8-K filed with the SEC on December 12, 2023, March 14, 2024, March 18, 2024, March 18, 2024, April 25, 2024,
June 12, 2024, August 2, 2024 and September 17,
2024; and |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference
into these Registration Statements.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in these Registration Statements shall be deemed to be modified or superseded for purposes of
these Registration Statements to the extent that a statement contained in these Registration Statements, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in these Registration Statements, modifies or supersedes such
prior statement. Any statement contained in these Registration Statements shall be deemed to be modified or superseded to the extent that
a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in these Registration Statements
modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of these Registration Statements.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
The memorandum and articles of association of
the Registrant provide that every director and the company secretary of the Registrant shall be entitled to be indemnified, to the fullest
extent permitted by Irish company law, against all costs, charges, losses, expenses and liabilities incurred by them in the execution
and discharge of their duties or in relation thereto including any liability incurred by them in defending any proceedings, civil or criminal,
which relate to anything done or omitted or alleged to have been done or omitted by them as an officer or employee of the Registrant and
in which judgment is given in their favor (or the proceedings are otherwise disposed of without any finding or admission of any material
breach of duty on their part) or in which they are acquitted or in connection with any application under any statute for relief from liability
in respect of any such act or omission in which relief is granted to them by a court.
In respect of any current or former executive
officer of the Registrant (excluding any present or former member of the board of directors or any company secretary), or any person who
is serving or has served at the request of the Registrant as a director or executive officer of another company, joint venture, trust
or other enterprise, including any subsidiary of the Registrant (each individually, a “Covered Person”), the Registrant’s
memorandum and articles of association provide that it shall, to the fullest extent permitted by Irish company law, (1) indemnify
them against any expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by them in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which they were or are threatened to be made a party, or are otherwise involved (a “proceeding”),
by reason of the fact that they were or are a Covered Person; provided, however, that any Covered Person shall not be indemnified by the
Registrant against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty
to the Registrant, or (b) such Covered Party’s conscious, intentional or willful breach of the obligation to act honestly and
in good faith with a view to the best interests of the Registrant and (2) indemnify each Covered Person in the case of any threatened,
pending or completed action, suit or proceeding by or in the name of the Registrant against expenses, including attorneys’ fees,
actually and reasonably incurred in connection with the defense or the settlement thereof, except no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance
of his or her duty to the Registrant, or for conscious, intentional or willful breach of their obligation to act honestly and in good
faith with a view to the best interests of the Registrant, unless and only to the extent that the High Court of Ireland or the court in
which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all
the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.
In addition, the Registrant has entered into a
Deed of Indemnification (the “Irish Indemnification Agreement”) with each of its directors and executive officers (the
“Indemnified Persons”) and TE Connectivity Corporation, a Pennsylvania corporation that is a subsidiary of the Registrant
(“TEL Management”) has entered an Indemnification Agreement with each of the Indemnified Persons (the “TEL
Management Indemnification Agreement,” and, together with the Irish Indemnification Agreement, the “Indemnification
Agreement”).
The Indemnification Agreement provides that if
an Indemnified Person was, is or becomes a party to, or witness or other participant in, or is threatened to be made a party to, witness
or other participant in, or is involved in a proceeding by reason of being a director or officer of the Registrant, then the Registrant
and TEL Management will indemnify the Indemnified Person against all expenses, liability or loss to the fullest extent permitted by law.
An Indemnified Person will not be entitled to indemnification in connection with a proceeding initiated by an Indemnified Person against
the Registrant except in certain circumstances set forth in the Indemnification Agreement. If an Indemnified Person is made or threatened
to be made a party to a proceeding by reason of being a director or officer, then the Indemnified Person will be entitled to advancement
of reimbursement by TEL Management of reasonable expenses upon receipt of a written affirmation by the Indemnified Person of a good faith
belief that the criteria for indemnification pursuant to the TEL Management Indemnification Agreement has been satisfied and a written
undertaking by the Indemnified Person to repay all amounts paid or reimbursed by TEL Management if it is ultimately determined that such
criteria for indemnification have not been satisfied. No indemnification will be paid pursuant to the Indemnification Agreement, as applicable,
(1) on account of any proceeding in which judgment is rendered against an Indemnified Person for an accounting of profits from the
purchase or sale of securities of the Registrant pursuant to Section 16(b) of the Exchange Act, (2) if a court finally
determines that the indemnification is not permitted under applicable law, (3) on account of any proceeding pursuant to which the
Indemnified Person has been convicted of a crime constituting a felony under the laws of the jurisdiction where the criminal action had
been brought (or, where a jurisdiction does not classify any crime as a felony, a crime which the Indemnified Person is sentenced to imprisonment
for a term exceeding one year), (4) in respect of any fraud, dishonesty or intentional or grossly negligent breach of duties of which
the Indemnified Person may be guilty in relation to the Registrant, (5) that is expressly prohibited by applicable law (including,
with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified or otherwise limited,
including pursuant to section 235 of the Irish Companies Act 2014 (including any successor provisions) (the “Companies Act”),
but (i) in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to
the extent any such limitations or prescriptions are amended or determined by a court of competent jurisdiction to be void or inapplicable,
or relief to the contrary is granted, or (6) on account of any proceedings brought by the Registrant or any of its subsidiaries against
the Indemnified Person.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number |
|
Description |
| |
|
| 4.1 |
|
Memorandum and Articles of Association of TE Connectivity plc, dated as of September 30, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
| |
|
| 5.1* |
|
Legal Opinion of Arthur Cox LLP |
| |
|
| 23.1* |
|
Consent of Deloitte & Touche LLP |
| |
|
| 23.2* |
|
Consent of Arthur Cox LLP (included in Exhibit 5.1) |
| |
|
| 24.1* |
|
Powers of Attorney |
| |
|
| 99.1 |
|
TE Connectivity plc 2010 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
| |
|
|
| 99.2 |
|
TE Connectivity plc 2007 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
| |
|
| 99.3 |
|
TE Connectivity plc Employee Stock Purchase Plan (Amended and Restated as of September 30, 2024) (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
| |
|
| 99.4 |
|
TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024) (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
| |
|
|
| 99.5 |
|
TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024) |
* Filed herewith.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to these registration statements:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statements (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statements. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statements; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in these registration statements or any material change to such information
in these registration statements;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in these registration statements.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Company hereby further undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in these registration statements shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing
provisions and arrangements exist whereby the Company may indemnify such persons against liabilities arising under the Securities Act,
or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this post-effective amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Berwyn, State of Pennsylvania, on September 30, 2024.
| |
TE Connectivity plc |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Heath A. Mitts |
| |
Name: |
Heath A. Mitts |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this post-effective amendment to the Registration Statements have been signed by the following persons on September 30,
2024 in the capacities indicated below.
| Signature |
|
Title |
| |
|
| /s/ Terrence R. Curtin |
|
Chief Executive Officer and Director (Principal Executive Officer) |
| Terrence R. Curtin |
|
| |
|
| /s/ Heath A. Mitts |
|
Executive Vice President and Chief Financial Officer and Director
(Principal Financial Officer) |
| Heath A. Mitts |
|
| |
|
| /s/ Robert J. Ott |
|
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
| Robert J. Ott |
|
| |
|
|
| * |
|
Chairman |
| Carol A. Davidson |
|
|
| |
|
|
| * |
|
Director |
| Jean-Pierre Clamadieu |
|
|
| |
|
|
| * |
|
Director |
| Lynn A. Dugle |
|
|
| |
|
|
| * |
|
Director |
| William A. Jeffery |
|
|
| |
|
|
| * |
|
Director |
| Syaru Shirley Lin |
|
|
| |
|
|
| * |
|
Director |
| Abhijit Y. Talwalkar |
|
|
| |
|
|
| * |
|
Director |
| Mark C. Trudeau |
|
|
| |
|
|
| * |
|
Director |
| Dawn. C. Willoughby |
|
|
| |
|
|
| * |
|
Director |
| Laura H. Wright |
|
|
* The undersigned does hereby sign this post-effective
amendment to the Registration Statements on behalf of the above-indicated director of TE Connectivity plc pursuant to a power of attorney
executed by such director or officer.
| By: |
/s/ John S. Jenkins, Jr. |
|
| |
John S. Jenkins, Jr. |
|
| |
Attorney-in-Fact |
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned has signed this post-effective amendment to the Registration Statements on Form S-8, solely
in the capacity of the duly authorized representative of TE Connectivity plc in the United States, on this 30th day of September, 2024.
| By: |
/s/ John S. Jenkins, Jr. |
|
| |
John S. Jenkins, Jr. |
|
| |
Executive Vice President and General Counsel |
|
Exhibit 5.1
 |
Arthur Cox LLP |
| Ten Earlsfort Terrace |
| Dublin 2 |
| |
D02 T380 |
| |
|
| |
+353 1 920 1000 |
| |
dublin@arthurcox.com |
| |
dx: 27 dublin |
| |
|
| |
Dublin |
| |
Belfast |
| |
London |
| |
New York |
| |
San Francisco |
| |
|
| |
arthurcox.com |
30 September 2024
TE Connectivity plc
10 Earlsfort Terrace,
Dublin 2,
D02 T380,
Ireland
| Re: | TE Connectivity plc (the “Company”) |
Dear Directors
| 1.1 | We are acting as Irish counsel to the Company, a public company limited by shares, incorporated under
the laws of Ireland, with company registration number 571909 and its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland,
in connection with the filing by the Company of a post-effective amendment to: (i) Registration No. 333-144355; (ii) Registration
No. 333-167445; (iii) Registration No. 333-171127, (iv) Registration No. 333-180085; (v) Registration No. 333-216677;
(vi) Registration No. 333-255469; and (vii) Registration No. 333-277995 on Form S-8 (such registration statements
together, the “Registration Statements”, and such amendment, the “Amendment”) with the United States
Securities and Exchange Commission (the “SEC”) on or around the date hereof under the Securities Act of 1933, as amended
(the “Securities Act”), in respect of ordinary shares with nominal value of USD0.01 each in the capital of the Company
(the “Shares”) that may be delivered pursuant to the plans listed at Schedule 1 to this Opinion (the “Plans”)
assumed by the Company pursuant to a Swiss law governed merger agreement (the “Merger Agreement”) entered into between
the Company and TE Connectivity Ltd., a Swiss company limited by shares, on 18 March 2024, pursuant to which TE Connectivity Ltd.
would merge with and into the Company, with the Company surviving as the successor company (the “Merger”). |
| 1.2 | This Opinion is confined to, given in all respects on the basis of, governed by and to be construed in
accordance with, the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied
and interpreted by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction
or the effect thereof. This Opinion speaks only as of its date. |
| 1.3 | This Opinion is also strictly confined to the matters expressly stated herein at paragraph 2 below and
is not to be read as extending by implication or otherwise to any other matter. |
Séamus Given
· Orla O’Connor (Chair) · John Matson · Kevin Murphy · Cormac Kissane · Kevin Langford
· Eve Mulconry · Philip Smith · Kenneth Egan · Fintan Clancy · Rob Corbet · Aaron Boyle
· Rachel Hussey · Colin Kavanagh · Kevin Lynch · Geoff Moore (Managing Partner) · Chris
McLaughlin · Maura McLaughlin · Joanelle O’Cleirigh · Richard Willis · Deirdre Barrett · Cian
Beecher · Ailish Finnerty · Robert Cain · Connor Manning · Keith Smith · John Donald ·
Dara Harrington · David Molloy · Stephen Ranalow · Simon Hannigan · Colin Rooney · Aiden Small · Phil Cody · Karen Killoran · Richard
Ryan · Danielle Conaghan · Brian O’Rourke · Cian McCourt · Louise O’Byrne · Michael
Twomey · Cormac Commins · Tara O’Reilly · Michael Coyle · Darragh Geraghty · Patrick Horan ·
Maeve Moran · Deirdre O’Mahony · Deirdre Sheehan · Ian Dillon · David Kilty ·
Siobhán McBean · Conor McCarthy · Olivia Mullooly · Mairéad Duncan-Jones · Imelda Shiels ·
Ruth Lillis · Sarah McCague · Sarah Thompson · Niamh McGovern · Ciara Buckley · Ian Duffy
· Sophie Frederix · Orlaith Kane · Aisling Kelly · David Vos · Jacinta Conway · Amy McDermott · Gillian Beechinor · Kylie Dollard · Jack Logan · Peter Murphy · Shane O’Neill
| 1.4 | As Irish counsel to the Company in connection with the registration of the Shares, we have examined: |
| (a) | the Documents (as defined in Schedule 2); and |
| (b) | the searches listed at paragraph 1.7 below. |
| 1.5 | We express no opinion, and make no representation or warranty, as to any matter of fact or in respect
of any documents which may exist in relation to the Plans other than the Documents. |
| 1.6 | For the purpose of giving this Opinion, we have examined and relied on copies of the Documents sent to
us by email in pdf or other electronic format. |
| 1.7 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against
the Company on 30 September 2024 (the “Searches”): |
| (a) | on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments,
special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and
secretary of the Company and for the appointment of any receiver, examiner or liquidator; |
| (b) | in the Judgments Office of the High Court of Ireland; and |
| (c) | in the Central Office of the High Court of Dublin for any proceedings or petitions filed. |
Subject to the assumptions set out in
this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Company is a public company limited by shares and is duly incorporated and validly existing under
the laws of Ireland; and |
| 2.2 | when the Shares have been issued and, if required, paid for pursuant to and in accordance with the terms
and conditions referred to or summarized in the applicable resolutions and the Plans, the Shares will be validly issued, fully paid up
and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection
with the issue of such shares). |
For the purpose of giving this Opinion,
we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently
any assumption:
| 3.1 | that the Company will receive consideration equal to the aggregate of the nominal value and any premium
required to be paid up on the Shares issued pursuant to awards under the Plans and that such consideration will be in cash and/or otherwise
provided in accordance with Irish law; |
| 3.2 | that the Shares will be allotted and issued in the manner stated in the Plans; |
| 3.3 | that the filing of the Amendment with the SEC has been authorized by all necessary actions under all applicable
laws other than Irish law; |
| 3.4 | that the vesting of any awards granted under the Plans and the issue of the Shares upon vesting of such
awards (and the issue of the Shares in connection with any other awards granted under the Plans) will be conducted in accordance with
the terms and the procedures described in the Plans and the applicable award agreement; |
| 3.5 | that the exercise of any options granted under the Plans and the issue of the Shares upon exercise of
such options (and the issue of the Shares in connection with any other awards granted under the Plans) will be conducted in accordance
with the terms and the procedures described in the Plans and the applicable award or enrolment agreement, as the case may be; |
| 3.6 | that, at the time of allotment and issuance of the Shares in accordance with the Plans, the Company will
have sufficient authorised share capital to allot and issue the required number of Shares to be delivered to recipients of any awards
granted under the Plans; |
| 3.7 | that the authorities contained in the Memorandum and Articles of Association (as defined below) to issue
the Shares have not been revoked or limited in any way; |
| 3.8 | that the Company will continue to renew its authority to allot and issue the Shares in accordance with
the terms and conditions set out in the Memorandum and Articles of Association and the Companies Act 2014 of Ireland, as amended (the
“Irish Companies Act”) for the remainder of the period that the Registration Statements will continue in effect; |
| 3.9 | with respect to Shares issued on or after the date of expiry of the Company’s existing determination
of the re-allotment price of any shares which constitute treasury shares, that the Company will have determined at a general meeting in
accordance with Sections 109 and/or 1078 of the Irish Companies Act the re-allotment price of any Shares which constitute treasury shares; |
| 3.10 | that, at the time of grant or issue by the Management Development and Compensation Committee of the board
of directors of the Company (the “Committee”) of any award or Share under the Plans, the Committee will have been duly
constituted and remain a duly constituted committee of the board of directors of the Company having the necessary powers and authorities
to issue awards and the Shares; |
Authenticity and bona fides
| 3.11 | the completeness and authenticity of all documents (including, without limitation, the Documents) submitted
to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness
of all signatories, stamps and seals thereon; |
| 3.12 | where incomplete documents (including, without limitation, the Documents) have been submitted to us or
signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such documents correspond
in all respects with the last draft of the complete documents submitted to us; |
| 3.13 | that the terms of the Documents will be observed and performed by the parties thereto; |
| 3.14 | that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings
at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened,
duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout
and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof; |
| 3.15 | that the memorandum and articles of association of the Company (the “Memorandum and
Articles of Association”) adopted by special resolution dated 12 September 2024 with effect from 30 September 2024
are the current memorandum and articles of association of the Company, are up to date and have not been amended or superseded and
that there are no other terms governing the Shares other than those set out in the Memorandum and Articles of Association; |
Accuracy of searches and warranties
| 3.16 | the accuracy and completeness of the information disclosed in the Searches and that such information has
not since the time of such search or enquiry been altered. It should be noted that searches at the Irish Companies Registration Office
(the “CRO”) do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed
or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company; |
| 3.17 | the truth, completeness and accuracy of all representations and statements as to factual matters contained
in the Documents; and |
Commercial Benefit
| 3.18 | that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms
and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate
benefit. |
This Opinion is addressed to you in
connection with the filing of the Amendment with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Amendment
to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required
under Section 7 of the Securities Act.
| Yours faithfully, |
|
| |
|
| /s/ ARTHUR COX LLP |
|
| ARTHUR COX LLP |
|
SCHEDULE 1
The Plans
| 1. | TE Connectivity plc 2010 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) |
| 2. | TE Connectivity plc 2007 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) |
| 3. | TE Connectivity plc Employee Stock Purchase Plan (Amended and Restated as of September 30, 2024) |
| 4. | TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024) |
| 5. | TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) |
SCHEDULE 2
Documents
| 1. | A copy of the form of the Amendment to be filed by the Company with the SEC; |
| 4. | Deed poll relating to all of the assets and liabilities of TE Connectivity Ltd. dated 30 September 2024
(the “Deed Poll”); |
| 5. | Deed poll of assumption relating to the Plans dated 30 September 2024 (the “Deed of Assumption”); |
| 6. | A copy of the resolutions of the board of directors of the Company dated: |
| (a) | 12 March 2024 approving, among other things, the Company’s entry into of the Merger Agreement
and the Deed Poll and the assumption by the Company of the Plans with effect from 30 September 2024; and |
| (b) | 12 September 2024 approving, among other things, the Company’s entry into of the Deed of Assumption
and the filing of the Amendment with the SEC; |
| 7. | The results of the Searches; |
| 8. | A copy of the Memorandum and Articles of Association; |
| 9. | A copy of the resolutions of the sole shareholder of the Company dated 12 September 2024 approving,
among other things, the adoption of the Memorandum and Articles of Association with effect from 30 September 2024; |
| 10. | A copy of the Certificate of Incorporation of the Company dated 16 November 2015; |
| 11. | A copy of the Certificate of Incorporation on Change of Name of the Company dated 5 March 2024; |
| 12. | A copy of the Certificate of Incorporation on Re-registration as a PLC of the Company dated 7 March 2024; |
| 13. | A copy of the corporate certificate dated 30 September 2024 from Harold G. Barksdale, company secretary
of the Company, in relation to the share capital of the Company; and |
| 14. | Letter of status from the CRO dated 30 September 2024, |
(together, the
“Documents”).
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in this Post-Effective
Amendment to Registration Statement Nos. 333-144355, 333-167445, 333-171127, 333-180085, 333-216677, 333-255469, and 333-277995 on Form S-8
of our reports dated November 13, 2023, relating to the financial statements of TE Connectivity Ltd. and the effectiveness
of TE Connectivity Ltd.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of TE Connectivity
Ltd. for the year ended September 29, 2023.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
September 30, 2024
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below
constitutes and appoints Terrence R. Curtin, Heath A. Mitts and John S. Jenkins, Jr., his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign these Registration Statements on Form S-8 and any and all amendments (including post-effective
amendments) and supplements to these Registration Statements or any subsequent registration statements and all amendments thereto TE Connectivity
plc may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, each acting alone,
or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number
of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Dated and effective as of the 30th of September,
2024.
| Signature |
|
Title |
| |
|
| /s/ Terrence R. Curtin |
|
Chief Executive Officer and Director (Principal Executive Officer) |
| Terrence R. Curtin |
|
| |
|
| /s/ Heath A. Mitts |
|
Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) |
| Heath A. Mitts |
|
| |
|
| /s/ Robert J. Ott |
|
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
| Robert J. Ott |
|
| |
|
| /s/ Carol A. Davidson |
|
Chairman |
| Carol A. Davidson |
|
|
| |
|
| /s/ Jean-Pierre Clamadieu |
|
Director |
| Jean-Pierre Clamadieu |
|
|
| |
|
| /s/ Lynn A. Dugle |
|
Director |
| Lynn A. Dugle |
|
|
| |
|
| /s/ William A. Jeffery |
|
Director |
| William A. Jeffery |
|
|
| |
|
| /s/ Syaru Shirley Lin |
|
Director |
| Syaru Shirley Lin |
|
|
| |
|
| /s/ Abhijit Y. Talwalkar |
|
Director |
| Abhijit Y. Talwalkar |
|
|
| |
|
| /s/ Mark C. Trudeau |
|
Director |
| Mark C. Trudeau |
|
|
| |
|
| /s/ Dawn C. Willoughby |
|
Director |
| Dawn. C. Willoughby |
|
|
| |
|
| /s/ Laura H. Wright |
|
Director |
| Laura H. Wright |
|
|
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